EXHIBIT 10.18
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LEASE
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THIS AGREEMENT OF LEASE ("Lease") is made and entered into this ________ day of
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___________, 1996, by and between PARKWAY PLAZA ASSOCIATES, a Tennessee Limited
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Partnership ("Landlord") and MATEWAN BANK, FSB, a federal savings bank
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("Tenant").
W I T N E S S E T H:
1. Demised Premises. Landlord, for the term and subject to the provisions
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and conditions hereof, leases to Tenant, and Tenant rents from Landlord, certain
space (the "Demised Premises") containing 1400+/- rentable square feet, as shown
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on the plot plan provided by Xxxxx X. Xxxxx and included on Exhibit A attached
hereto and made a part hereof, in the building known as Building __________ (the
"Building") located in a shopping center situate on SR 114 in the City of
Prestonsburg, Kentucky, and a 25' right of way adjacent to the Building for use
by the Tenant for its drive through facility, all of which is shown on Exhibit A
("Shopping Center") and the legal description of which is described on Exhibit B
attached hereto and made a part hereof, together with rights of ingress and
egress thereto, and with the right in common with others to use, to the extent
applicable, the common areas and to pass over and park on that portion of
Shopping Center owned by Landlord and designated by the Landlord for parking on
Exhibit A.
2. Lease Term. The lease term (the "Lease Term") shall commence on the
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commencement date (the "Commencement Date") which shall be the earlier of (a)
the date Tenant opens for the transaction of business, or (b) ninety (90) days
following the date of this Lease and shall continue for a period of three (3)
years thereafter unless extended or sooner terminated as provided herein. Upon
actual determination by Landlord and Tenant of the Commencement Date and,
consequently, the Lease Term, Landlord and Tenant shall confirm in writing the
Commencement Date and the termination date of the Lease and Tenant's acceptance
of the Demised Premises in the form attached hereto as Exhibit C. Landlord
shall deliver possession of the Demised Premises prior to the Commencement Date
to Tenant to permit Tenant to make the initial improvements. No rent of
additional rent shall be charged prior to the Commencement Date.
Tenant is granted the right and option (the "Renewal Option") to extend the
term of this Lease for five (5) additional periods of three (3) years, and, if
such renewal is effectively exercised, such renewal term (the "Renewal Term")
shall commence upon the expiration of the previous term of this Lease, provided,
that:
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a. Such option must be exercised, if at all, by written notice from Tenant
to Landlord given at least thirty (30) days prior to the expiration of the then
current term; and
b. At the time of exercising such option, this Lease shall be in full
force and effect and there shall exist no default by Tenant which remains
uncured beyond any applicable period of grace.
In the event the foregoing option is effectively exercised, all the terms
and conditions contained in this Lease shall continue to apply.
3. Rent.
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a. Initial Term. Tenant agrees to pay to Landlord a fixed rent for the
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Demised Premises during the initial term of this Lease the sum of Twelve
Thousand Dollars ($12,000.00) per annum, such rental to be paid in advance
without demand on the first day of each and every month in twelve (12) equal
monthly installments of One Thousand Dollars ($1,000.00) per month. The first
monthly payment of rent shall include any prorated rental for the period from
the Commencement Date of the Lease Term to the first day of the first full
calendar month in the Lease Term. Rent will be made payable to Parkway Plaza,
000 Xxxxxx Xx. Xxxxx 000, Xxxxxxxxxxx, Xxxxxxxxx 00000.
b. Extended Terms. The yearly rental to be paid during each extended term
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of this Lease shall be adjusted to reflect changes in the cost of living in the
manner hereinafter set forth. As used herein, Price Index shall mean the
Consumer Price Index, All Urban Consumers (CPI-U) [1982-84=100] (All Cities),
as complied and published by the Bureau of Labor Statistics of the United States
Department of Labor. In the event the Price Index should be computed on a
different basis, appropriate adjustments shall be made for the purpose of the
computations hereunder. If the Department of Labor should discontinue
publishing the Price Index, then a comparable index published by another branch
or department of the federal government or by a recognized financial institution
shall be used as the basis for such adjustments. The yearly rental for each
extended term of this Lease shall be determined by multiplying $12,000 by the
quotient resulting from the division of the index number for the month of the
expiring term by the corresponding index number for the month in which
"Commencement Date" begins.
4. Use of Demised Premises. Tenant covenants and agrees to use and occupy
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the Demised Premises for the operation of a federal savings bank and other uses
incidental thereto.
5. Repairs, Alterations and Improvements. Tenant shall, at its own cost
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and expense, make the initial improvements to the Demised Premises which are
described on Exhibit D attached hereto.
Tenant shall, throughout the term of this Lease and any extensions or
renewals thereof, keep the Demised Premises
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(including the interior surface of the exterior walls and the exterior and
interior portions of all windows, doors, and plate glass) in as good a repair
and condition as the same are in upon the commencement of this Lease, reasonable
wear and tear and damage caused by fire or other casualty excepted. Landlord
shall throughout the term of this Lease and any extensions or renewals thereof,
maintain and cause to be kept in good repair the foundation, the roof,
structural soundness of the floor, the exterior walls of the Building (excluding
the interior surface of the exterior walls and excluding the exterior and
interior portions of all window, doors and plate glass), the exterior water,
sewage and gas and electrical services up to the point of entry to the Demised
Premises caused by the failure to maintain the exterior and structural
components shall not be the responsibility of the Tenant. Tenant shall be
responsible for providing all repairs and replacements to the plumbing,
electrical and heating and air conditioning system for the Building. Landlord
shall at its expense put the heating and air conditioning system in proper
working order before delivery to Tenant.
Tenant shall have the right, at its own expense (subject to the prior
written consent of Landlord for substantial improvements), to make any
additional improvements, repairs or alterations to the Demised Premises which it
deems advisable so long as such improvements, repairs or alterations shall not
lessen the value of the Demised Premises or weaken the structural strength of
the Building. Tenant shall keep the Demised Premises free and clear of all
liens of contractors, materialmen, laborers and suppliers with whom it shall
contract for the furnishing of goods and services for the Demised Premises and
shall indemnify and save harmless Landlord from any claims resulting therefrom.
Any improvements made by Tenant which become affixed to the Demised Premises
shall become a part thereof and shall become and remain the property of Landlord
upon the termination of this Lease.
6. Completion of Demised Premises. Tenant agrees to accept possession of
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the Demised Premises in an "AS IS" condition. Tenant shall be responsible for
all improvements to be made to the Demised Premises to enable Tenant to conduct
its business.
7. Common Area Maintenance. Landlord shall be responsible for the prompt
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maintenance of all common areas of the Shopping Center including, but not
limited to, cleaning, lighting, removal of snow and ice, maintenance of
landscape areas, resurfacing, stripping and general maintenance. Tenant agrees
to pay Landlord as additional rental in the manner set forth in paragraph 9 its
proportionate share, based on square footage, of the cost of keeping and
maintaining the common areas, including a fifteen percent (15%) administrative
fee based on actual maintenance expense to be paid Landlord. Notwithstanding
anything set forth in this Lease, the common area maintenance fee paid shall not
increase by more than ten percent (10%) over the common area maintenance fee
paid in the prior year. Upon request of Tenant, Landlord agrees to
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exhibit to Tenant true copies of paid invoices and statements and the
calculation of the common area maintenance fee.
8. Taxes and Insurance. During the term of this Lease, Tenant agrees to
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pay and reimburse to Landlord as additional rental the amount of Tenant's
proportionate share of ad valorem real estate taxes, special assessments and
improvements liens levied against the Demised premises as assessed as completed.
Further, Tenant agrees to pay its proportionate share of the annual premium cost
of fire and extended coverage insurance on the Demised Premises and public
liability insurance on the common areas of the Shopping Center. Upon request of
Tenant, Landlord agrees to exhibit to Tenant true copies of paid tax statements
and insurance premium statements as evidence of charges payable by Tenant. In
the event that taxes, insurance or other charges payable by Tenant under this
paragraph are assessed against the entire Shopping Center rather than the
Demised Premises, Tenant agrees to pay the portion of the total amount which is
equal to the percentage of which the total square foot floor area of all store
buildings covered by such assessment of premium charge.
9. Payment of Taxes, Insurance and Common Area Maintenance Fees. For each
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calendar year and partial lease year, the additional rental provided for in
paragraphs 7 and 8 herein shall be estimated by Landlord, provided to Tenant and
shall be paid by Tenant, in advance, in monthly installments on the first day of
each calendar month. Subsequent to the end of each calendar or partial year,
Landlord shall furnish Tenant with a statement of the actual amount of Tenant's
proportionate share of such costs and expenses for such period. If the total
amount paid by Tenant under paragraphs 7 and 8 for any calendar year shall be
less than the actual amount due from Tenant for such year as shown on such
statement, Tenant shall pay to Landlord the difference between the amount paid
within thirty (30) days after the furnishing of each such statement, provided,
however, in no event shall the common area maintenance fee exceed $200 per
month; and, if the total amount paid by Tenant hereunder for any such calendar
year shall exceed such actual amount due from against subsequent installments
due form Tenant to Landlord or, at the expiration of this Lease, repaid to
Tenant.
10. Inspection; Access. Landlord and its agents or other representatives
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shall be permitted to enter the Demised Premises at reasonable times upon at
least twenty-four (24) hours advance notice to Tenant (i) to examine, inspect
and protect the Demised Premises and the Building and (ii) during the last three
(3) months of the original or any renewal term, to show it to prospective
tenants.
11. Surrender of Demised Premises. Tenant shall, at the end of the Lease
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Term, or any extension thereof, promptly surrender the Demised Premises in good
order and condition and in conformity with
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the applicable provisions of this Lease, excepting only reasonable wear and
tear.
12. Quiet Enjoyment. Landlord warrants that it is the owner of the
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Demised Premises hereby leased and that Tenant upon paying the rent and
performing the covenants on its part to be kept and performed, as herein
contained, shall and may peaceably and quietly hold, use and enjoy the Demised
Premises during the term of this Lease.
13. Eminent Domain. If the Demised Premises (or the use, occupancy or
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access to or of the Demised Premises) shall be taken or condemned by any
governmental or quasi-governmental authority for any public or quasi-public use
or purpose (including sale under threat of such a taking), or if the Landlord
elects to convey title to the condemnor by a deed in lieu of condemnation, or if
all or any portion of the Demised Premises are so taken, condemned or conveyed
and, as result thereof, in Tenant's reasonable economic judgment, the Demised
Premises cannot be used for Tenant's permitted use as set forth herein, then
this Lease shall cease and terminate as of the date when title vests in such
governmental or quasi-governmental authority and the Fixed Rent and Additional
Rent shall be abated on the date when such title vests in such governmental or
quasi-governmental authority.
14. Casualty Damage. In the event of damage to or destruction of the
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Demised Premises caused by fire or other casualty, or any such damage or
destruction to the Building or the facilities necessary to provide services and
normal access to the Demised Premises in accordance herewith, Landlord shall
undertake to make repairs and restorations with reasonable diligence as
hereinafter provided, unless this Lease has been terminated by Landlord or
Tenant as hereinafter provided or unless any mortgagee which is entitled to
receive d\casualty insurance proceeds fails to make available to Landlord a
sufficient amount of such proceeds to cover the cost of such repairs and
restoration. If (i) the damage is of such nature or extent that, in Landlord's
and Tenant's reasonable judgment, more than ninety (90) days would be required
(with normal work crews and hours) to repair and restore the part of the Demised
premises or building which has been damage, or (ii) the Demised Premises or the
Building is so damaged that, in Landlord's reasonable judgment, it is
uneconomical to restore or repair the Demised Premises or the Building, as the
case may be, or (iii) less than one (1) year then remains on the current Lease
Term, Landlord shall so advise Tenant promptly, and either party, in the cases
described in clauses (i) and (iii) above, or Landlord, in the case described in
clause (ii) above, within thirty (30) days after any such damage or destruction
shall have the right to terminate this Lease by written notice to the other, as
of the date specified in such notice, which termination date shall be no later
than thirty (30) days after the date of such notice.
In the event of fire or other casualty damage, provided this
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Lease is not terminated pursuant to the terms of this paragraph and is otherwise
in full force and effect, Landlord shall proceed diligently to restore the
Demised Premises to substantially its condition prior to the occurrence of the
damage. Landlord shall not be obligated to repair or restore andy alterations,
additions, fixtures or equipment which Tenant may have installed (whether or not
Tenant has the right or the obligation to remove the same or is required to
leave the same on the Demised Premises as of the expiration or earlier
termination of this Lease) unless Tenant in a manner satisfactory to Landlord,
assures payment in full of all costs as may be incurred by Landlord in
connection therewith.
Tenant shall, at its sole expense, insure the value of its leasehold
improvements, fixtures, equipment and personal property located in or on the
Demised Premises. If there are any such alterations, fixtures or additions and
Tenant does not assure or agree to assure payment of the cost of restoration of
repair as aforesaid, Landlord shall have the right to restore the Demised
Premises to substantially the same conditions as existed prior to the damage
excepting such alterations, additions or fixtures.
The validity and effect of this Lease shall not be impaired in any way by
the failure of Landlord to complete repairs and restoration of the Demised
Premises or of the Building within ninety (90) days after commencement of the
work, even if Landlord had in good faith notified Tenant that the repair and
restoration could be completed within such period, provided that Landlord
proceeds diligently with such repair and restoration and provided, further, that
in the event andy such repairs delay Tenant from resuming its business at the
Demised Premises for more than one hundred twenty (120) days after the date of
casualty, for any reason, Tenant may terminate this Lease by giving written
notice thereof to Landlord. In the case of damage to the Demised Premises which
is of a nature or extent that Tenant's continued occupancy of all or a part of
the Demised Premises is substantially impaired to the extend that Tenant cannot
conduct its business therein, then the Fixed Rent and Additional Rent otherwise
payable by Tenant hereunder shall be equitably abated or adjusted from the date
of such casualty throughout the duration of such impairment.
15. Insurance; Indemnification; Waiver of Subrogation. Tenant covenants
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and agrees to exonerate, indemnify, defend, protect and save Landlord, its
representatives and Landlord's managing agent, if any, harmless from and against
any and all claims, demands, expenses, losses, suits and damages as may be
occasioned by reason of (i) any accident or matter occurring on or about the
Demised Premises, causing injury to persons or damage to property (including,
without limitation, the Demised Premises), unless such accident or other matter
resulted in whole or in part from the negligence or otherwise tortious act of
Landlord or Landlord's agents, servants, invitees or employees, (ii) the failure
of Tenant fully and faithfully to perform the obligations and observe the
conditions of this Lease, and (iii) the negligence or otherwise tortious act of
Tenant, its agents, servants, invitees
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or employees. Tenant shall maintain in full force and effect, at its own
expense, comprehensive general liability insurance (including a contractual
liability and fire legal liability insurance endorsement) naming as an
additional insured Landlord and Landlord's managing agent, if any, against
claims for bodily injury, death or property damage in amounts not less than
$1,000,000.00. At or prior to the commencement Date, Tenant shall deposit
certificates evidencing the insurance coverage required by this paragraph and
shall deposit with Landlord renewals thereof within twenty (20) days of
Landlord's written request therefor. Said policy or policies of insurance or
certificates thereof shall have attached thereto an endorsement that such policy
shall not be cancelled without at least thirty (30) days prior written notice to
Landlord and Landlord's managing agent, if any, that no act or omission of
Tenant shall invalidate the interest of Landlord under said insurance and
expressly waiving all rights of subrogation as set forth below. At Landlord's
request, Tenant shall provide Landlord with a letter from and authorized
representative of its insurance carrier stating that Tenant's current and
effective insurance coverage complies with the requirements contained herein.
Landlord and Tenant hereby release the other from any and all liability or
responsibility to the other or anyone claiming through or under them by way of
subrogation or otherwise for any loss or damage to property covered by insurance
then in force, even if any such fire or other casualty occurrence shall have
been caused by the fault or negligence of the other party, or anyone for whom
such party may be responsible. Landlord and Tenant further agree to provide
such endorsements for said insurance policies required hereunder agreeing to the
waiver of subrogation as required herein.
Landlord covenants and agrees to exonerate, indemnify, defend, protect and
save Tenant, harmless from and against any and all claims, demands, expenses,
losses,suits and damages as may be occasioned by reason of (i) any accident or
matter occurring on or about the Building, causing injury to persons or damage
to property (excluding the Demised Premises), unless such accident or other
matter resulted from the negligence or otherwise tortious act of Tenant or
Tenant's agents, servants, invitees or employees, (ii) the failure of Landlord
fully and faithfully to perform the obligations and observe the conditions of
this Lease, and (iii) the negligence or otherwise tortious act of Landlord, its
agents, servants, invitees or employees. Landlord shall maintain in full force
and effect, at its own expense, comprehensive general liability insurance
(including a contractual liability and fire legal liability insurance
endorsement) against claims for bodily injury, death or property damage in
amounts not less than $1,000,000.00, and shall maintain in full force and effect
"all risk" property damage insurance in an amount equal to the full replacement
value of the Building, including the Demised Premises, as such may change from
time to time.
16. Signage. During the term of this Lease, Tenant shall be permitted to
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place a sign in the Shopping Center at the location to
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be determined in conformity with the sign specifications described on Exhibit E
and approved by the Landlord. Tenant shall remove said sign when the term of
this Lease shall terminate. Landlord consents to Tenant painting the canopy on
the building in which the premises are located-Matewan green.
17. Utilities. Tenant shall pay all charges for all utilities and
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services used by it and supplied by Landlord, public utility or public authority
or any other person, firm or corporation. Landlord shall maintain the necessary
mains, conduits, wires and cable to bring water, gas and electricity to the
Demised Premises.
18. Covenants of Landlord. Landlord warrants, represents and covenants as
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follows:
a. Landlord warrants that it is the owner of the Demised Premises and that
the same is free and clear of liens and encumbrances, except as provided in any
non-disturbance agreement delivered herewith.
b. Landlord has the authority to execute this Lease.
c. To the best of its knowledge, there are no known defects or structural,
electrical, plumbing, heating or air conditioning problems with the Demised
Premises.
d. To the best of its knowledge, the Demised Premises complies with all
federal, state and local laws, regulations, building and fire codes.
e. To the best of its knowledge, Landlord covenants and represents the
availability of all utilities, access, zoning or any other fact bearing upon the
suitability or adaptability of the Demised Premises for uses contemplated by the
Tenant.
f. Landlord covenants that it will no lease space in the Shopping Center,
during the term of this Lease, to another bank or financial institution, except
for the operation of a finance company.
19. Hazardous Substances. Tenant shall not, without Landlord's written
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consent, keep any substances designated as, or containing, components designated
as hazardous, dangerous, toxic, or harmful, and/or subject to regulation under
any federal, state or local law, regulation, or ordinance on or around the
premises, common areas, or Shopping Center. PROVIDED, HOWEVER, THE FOREGOING
SHALL NOT APPLY TO OR PREVENT SUCH CHEMICALS THAT TENANT MAY STORE AND USE ON
THE PROPERTY IN CONNECTION WITH TENANT'S USE OF THE PREMISES. TENANT MUST
DISCHARGE SAID CHEMICALS IN A LEGAL AND PROPER MANNER AND AGREES TO HOLD
LANDLORD HARMLESS FROM DAMAGE OR LIABILITY DUE TO ANY SUCH STORAGE USE OR
DISCHARGE. Tenant shall be fully and completely liable to Landlord for any and
all cleanup costs and any and all other charges, fees or penalties relating to
the use, disposal, transportation, generation or sale of hazardous substances on
the premises.
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20. Default: Termination of Lease. In the event that Tenant should
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default in the payment of the rent reserved herein, or in the event that Tenant
becomes bankrupt, insolvent or makes an assignment for the benefit of creditors,
or if a receiver is appointed for the business of Tenant, or in the event that
Tenant defaults in the performance of any of its other obligations hereunder,
then Landlord may, at its election, (1) terminate this Lease forthwith and/or
(2) reenter and repossess the Demised Premises without notice or demand therefor
other than as is hereinafter in this paragraph provided. Should default in the
payment of rent herein occur, then, in addition to its other rights hereunder,
Landlord may, at its election, declare all of the balance of the rental for the
remaining term of this Lease immediately due and payable. No default or breach
of any covenant hereunder shall be deemed to have occurred con the part of
Tenant until written notice of such default or breach shall have been given to
Tenant and the said Tenant shall have failed to remedy such default or breach
within fifteen (15) days after receiving said notice. Any waiver of any default
hereunder shall not be construed to be a waiver of the rights of Landlord in the
event of a subsequent or other default. Reentry and repossession by Landlord
shall not prejudice any remedies which Landlord may otherwise have under
appropriate state laws for the recovery of the arrears of rent or damages for
the breach of this Agreement.
In the event of a default by Landlord of its covenants and warranties set
forth herein, or Landlord defaults in the performance of its obligations
hereunder, or in the event the Food City Supermarket vacates its premises in the
Shopping Center, andy any of these events go unremedied within fifteen (15) days
after receiving notice thereof, Tenant may, at its option, terminate this Lease
forthwith.
21. Waste. Tenant shall not commit waste in or upon the Demised Premises,
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and, upon the expiration or termination of this Lease, will redeliver the
Demised Premises to Landlord in good condition and repair, subject only to
reasonable wear and tear.
22. Subordination; Non-Disturbance and Attornment. This Lease and the
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estate, interest and rights hereby created are subordinate to any mortgage now
or hereafter placed upon the Demised Premises, including, without limitation,
any mortgage on any leasehold estate, and to all renewals, modifications,
consolidations, replacements and extensions of same as well as any substitutions
therefor. Tenant agrees that in the event any person, firm, corporation or
other entity acquires the right to possession of the Demised Premises, including
any mortgagee or holder of any estate or interest having priority over this
Lease, Tenant shall, if requested by such person, firm, corporation or other
entity, attorn to and become the tenant of such person, firm, corporation or
other entity, upon the same terms and conditions as are set forth herein for the
balance of the Lease Term, provided, however, that Tenant receives a non-
disturbance agreement from any
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such mortgagee or holder of any estate or interest having priority over this
Lease. Tenant's obligation to subordinate its interest hereunder and to attorn
to such prior interest holder is expressly conditioned upon Tenant receiving the
foregoing non-disturbance agreement. Notwithstanding the foregoing, any
mortgagee may, at any time, subordinate its mortgage to this Lease, without
Tenant's consent, by notice in writing to Tenant, and thereupon this Lease shall
be deemed prior to such mortgage without regard to their respective dates of
execution and delivery, and, in that event, such mortgagee shall have the same
rights with respect to this Lease as through it had been executed prior to the
execution and delivery of the mortgage. Tenant, if requested by Landlord, shall
execute any such instruments in recordable form as may be reasonably required by
Landlord in order to confirm or effect the subordination or priority of this
Lease, as the case may be, and the attornment of Tenant to future landlords in
accordance with the terms of this paragraph.
Provided this Lease shall at all times be in full force and effect and
provided, further, that there shall exist no Event of Default by Tenant
hereunder, the right of possession by Tenant to possess and quietly enjoy the
Demised Premises and any or all of Tenant's rights under this Lease shall not be
affected in any way or disturbed by any lender doing business with Landlord in
the exercise of any such lender's rights under any formal agreements between
such lender and Landlord. Tenant shall not be named as a party defendant to any
foreclosure of any lien of any mortgage for the purpose of terminating this
Lease, and Tenant shall not, by an such foreclosure, be in any other way
foreclosed from its rights under this Lease.
In the event that any such lender or its successors or assigns comes into
possession of the Demised Premises or acquires the leasehold interest of
Landlord by foreclosure of any mortgage between any such lender and Landlord, or
by proceedings on any note executed by Landlord in favor of any such lender or
otherwise, this Lease shall not be terminated by any such foreclosure or
proceedings; and this Lease shall continue in full force and effect upon
Tenant's attornment, as provided herein, as a direct lease between Tenant and
any such lender upon the same terms, covenants, conditions and agreements set
forth in this Lease.
In the event that the Demised Premises or Landlord's leasehold interest
therein is sold or otherwise disposed of pursuant to any right or power
contained in any mortgage or any note t\between any such lender and Landlord, or
as a result of proceedings thereon, this Lease shall not be terminated or
affected thereby, and the purchaser of the Demised Premises or of Landlord's
leasehold interest therein or any person or entity acquiring title thereto shall
so acquire it, subject to this Lease; and this Lease shall continue in full
force and effect upon Tenant's attornment, as provided herein, as a direct lease
between Tenant and any party acquiring title to Landlord's leasehold interest
therein, as aforesaid, upon the same terms, covenants, conditions and agreements
set forth in this Lease.
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In the event that there is a current mortgagee or lender with an interest
in the Demised Premises which is superior to the interest of Tenant hereunder,
Landlord and Tenant hereby agree that on or before the date of execution of this
Lease by Tenant, Landlord shall deliver a non-disturbance agreement to Tenant in
a form and content reasonably acceptable to Landlord, executed by such mortgagee
or lender and expressly stating the agreement of such mortgagee or lender to
comply with the provisions of this paragraph.
23. Estoppel Certificate. Tenant shall, at any time and from time to
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time, execute, acknowledge and deliver to Landlord a statement in writing
certifying:
a. that this Lease is unmodified and in full force and effect (or if there
has been any modification thereof, that the same is in full force and effect
modified);
b. that Landlord is not in default under this Lease (or if any such
default exists the specific nature and extent thereof); and
c. that date to which rent and other charges have been paid in advance, if
any.
24. Brokers. The parties agree that Xxxx Xxxxxx/Realty ("Broker") is the
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real estate broker who has brought the parties together in connection with the
transaction contemplated hereby (and Tenant shall be responsible for all
brokerage commissions to be paid to Broker according to the terms and conditions
set forth in a separate agreement between Tenant and Broker). Each party
represents and warrants to the other that they have not made any agreement or
taken any action which may cause anyone (other than Broker) and Xxxxx Xxxxx (to
be paid by the Landlord) to become entitled to a commission as a result of the
transaction contemplated by this Lease, and each will indemnify and defend the
other from any and all claims, actual or threatened, for compensation by any
such third person (other than Broker) by reason of such party's breach of their
representation or warranty contained in this paragraph.
25. Notice. Any notice to be given to Tenant hereunder may be given by
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certified mail, return receipt requested, addressed to Tenant at:
Matewan Bank, FSB
0000 X. Xxxx Xxxxx
Xxxxxxxxx, XX 00000
and such notice shall be deemed to have been given at the time of the positing
of such mail. Any notice to be given to the Landlord hereunder shall be given
in the same manner and to the same effect when addressed to Landlord in care of:
Xxxxxxxx Xxxxxx Company
000 Xxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxxxx, XX 00000
Such addresses for notice may be changed from time to time by
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either party giving notice to the other party of such change as provided herein.
26. Liens. Tenant will keep the Demised Premises and the center free and
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clear of all mechanics' liens or other liens on account of work done for Tenant
or persons claiming under it.
27. Relationship of Parties. Nothing contained herein will be deemed or
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construed by the parties hereto, nor by any third party, as creating the
relationship of principal and agent or of partnership or of joint venture
between the parties hereto, it being understood and agreed that neither the
method of computation of rent, nor any other provision contained herein nor any
acts of the parties herein, will be deemed to create any relationship between
the parties hereto other than the relationship of Landlord and Tenant.
28. Non-Waiver or Defaults. No waiver of any default by Tenant to take
----------------------
any action on account of such default if such default persists or is repeated,
and no express waiver shall effect any default other than the default specified
in the express waiver, and that only for the time and to the extent therein
stated. The acceptance by Landlord of rent with knowledge of the breach of any
of the covenants of this Lease by Tenant shall not be deemed a waiver of any
such breach.
29. Binding Effect. The covenants and agreements herein contained shall
--------------
extend to and be binding upon the parties hereto, their respective heirs,
personal representatives, successors and assigns.
30. Marginal Titles. The marginal titles appearing in this Lease are for
---------------
reference only and shall no be considered a part of this Lease or in any way to
modify, amend or affect the provisions thereof.
31. Short Form Lease. the parties hereto agree that at or prior to the
----------------
commencement of the term, they will execute, acknowledge and deliver a short
form of Lease to the end that same may be recorded among the records of the
county in which the Demised Premises is located.
32. Governing Law. This Lease shall be governed by and construed in
-------------
accordance with the laws of the Commonwealth of Kentucky.
33. Assignment and Subletting. Tenant shall no assign or sublet the
-------------------------
Demised Premises without the prior written consent of the Landlord, except that
Tenant may assign or sublet the Demised Premises to an affiliate of Bank and, in
the case of a Bank merger or asset purchase, to the surviving entity.
12
IN WITNESS WHEREOF, the limited partnership, by its general partner, and
------------------
the corporate party, by its corporate officer thereunto duly authorized, hereto
have caused their names to be hereunto signed, all as of the day and date first
above written.
PARKWAY PLAZA ASSOCIATES,
a Tennessee Limited Partnership,
By______________________________
Its General Partner
MATEWAN BANK, FSB,
a federal savings bank,
By______________________________
Its______________________
13
EXHIBIT A
(SEE PICTURE)
14
EXHIBIT C
---------
FORM OF
CONFIRMATION OF LEASE TERM
THIS CONFIRMATION OF LEASE TERM is made this_______ day of
-------------------------------
________________, 199___, between PARKWAY PLAZA ASSOCIATES ("Landlord") and
------------------------
MATEWAN BANK, FSB ("Tenant").
-----------------
Landlord and Tenant have entered into a certain Agreement of Lease (the
"Lease") dated ______________ ______, 1996, demising certain space consisting of
______________ rentable square feet in the Shopping Center. All of the
capitalized terms herein shall have the same respective definitions as set forth
in the Lease.
Pursuant to the provisions of paragraph 2 of the Lease, Landlord and
Tenant, intending to be legally bound hereby, acknowledge and agree that the
Commencement Date shall be the _____ day of __________, 199___, and that the
term of the Lease shall end on the _______ day of ___________, 199___, at 11:59
p.m., unless sooner terminated or extended, as provided in the Lease. As
supplemented hereby, the Lease shall continue in full force and effect.
IN WITNESS WHEREOF, the parties hereto have duly executed this Confirmation
------------------
of Lease Term this ______ day of ____________, 199___.
LANDLORD:
PARKWAY PLAZA ASSOCIATES
By___________________________
Its General Partner
TENANT:
MATEWAN BANK, FSB
By___________________________
Its_____________________
15
EXHIBIT D
(SEE PICTURE)
16
